8-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: June 22, 2009
(Date of earliest event reported)
EQUITY LIFESTYLE PROPERTIES, INC.
(Exact name of registrant as specified in its charter)
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Maryland
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1-11718
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36-3857664 |
(State or other jurisdiction of
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(Commission File No.)
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(IRS Employer Identification |
incorporation or organization)
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Number) |
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Two North Riverside Plaza, Chicago, Illinois
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60606 |
(Address of principal executive offices)
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(Zip Code) |
(312) 279-1400
(Registrants telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 7.01
Regulation FD Disclosure
Expected Dividend Increase
Our
management and the executive committee of our Board of Directors intend to recommend to the
Board of Directors an increase in our quarterly common stock dividend from $0.25 to $0.30 per share
of common stock. This expected increase in our quarterly dividend will have no effect on our
previously declared dividend of $0.25 per share of common stock, payable on July 10, 2009 to
stockholders of record on June 26, 2009. Although we anticipate increasing our regular quarterly
dividend as described above, the amount, timing and form of any future dividends to our
stockholders will be at the sole discretion of our Board of Directors and will depend upon numerous
factors, including, but not limited to, our actual and projected results of operations and funds
from operations; our actual and projected financial condition, cash flows and liquidity; our
business prospects; our operating expenses; our capital expenditure requirements; our debt service
requirements; restrictive covenants in our financing or other contractual arrangements;
restrictions under Maryland law; our taxable income; the annual distribution requirements under
the REIT provisions of the Internal Revenue Code; and such other factors as our Board of Directors
deems relevant.
Financings
The Company has entered into commitments with Fannie Mae related to mortgages on four
manufactured home properties, or Properties. The Company has locked an annual interest rate of 6.53% on $10.0
million of debt, 6.925% on approximately $12.0 million of debt and 7.135% on approximately $49.7
million of debt. The loans will have a term of ten years, with principal amortization over 30
years. The net proceeds from the loans will be used to repay secured long-term debt and for
general corporate purposes. The closing of these loans is subject to the execution of definitive
loan documentation and the fulfillment of certain conditions; accordingly, no assurance can be
given that these financings will be consummated on the terms described or at all. The Company is
seeking to enter into commitments with Fannie Mae to borrow an additional $21.6 million secured by
mortgages on two additional manufactured home Properties, however no assurance can be given that it
will be successful in doing so.
This report includes certain forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. When used, words such as anticipate, expect,
believe, project, intend, may be and will be and similar words or phrases, or the
negative thereof, unless the context requires otherwise, are intended to identify forward-looking
statements. These forward-looking statements are subject to numerous assumptions, risks and
uncertainties, including, but not limited to:
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our ability to control costs, real estate market conditions, the actual rate of decline
in customers, the actual use of sites by customers and our success in acquiring new
customers at our Properties (including those recently acquired); |
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our ability to maintain historical rental rates and occupancy with respect to Properties
currently owned or that we may acquire; |
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our assumptions about rental and home sales markets; |
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in the age-qualified Properties, home sales results could be impacted by the ability of
potential homebuyers to sell their existing residences as well as by financial, credit and
capital markets volatility; |
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in the all-age Properties, results from home sales and occupancy will continue to be
impacted by local economic conditions, lack of affordable manufactured home financing and
competition from alternative housing options including site-built single-family housing; |
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the completion of future acquisitions, if any, and timing with respect thereto and the
effective integration and successful realization of cost savings; |
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ability to obtain financing or refinance existing debt on favorable terms or at all; |
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the effect of interest rates; |
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the dilutive effects of issuing additional common stock; |
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the effect of accounting for the sale of agreements to customers representing a
right-to-use the Properties previously leased by Privileged Access under Staff Accounting
Bulletin No. 104, Revenue Recognition in Consolidated Financial Statements, Corrected; and |
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other risks indicated from time to time in our filings with the Securities and Exchange
Commission. |
These forward-looking statements are based on managements present expectations and beliefs
about future events. As with any projection or forecast, these statements are inherently
susceptible to uncertainty and changes in circumstances. The Company is under no obligation to, and
expressly disclaims any obligation to, update or alter its forward-looking statements whether as a
result of such changes, new information, subsequent events or otherwise.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.
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EQUITY LIFESTYLE PROPERTIES, INC.
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By: |
/s/ Michael B. Berman
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Michael B. Berman |
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Executive Vice President and
Chief Financial Officer |
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Date: June 22, 2009